Professional Access Services Agreement

PROFESSIONAL ACCESS SERVICES AGREEMENT

This Professional Access Services Agreement (the "Agreement") is entered into as of by and between Service Provider Name: , a Corporation LLC Individual with principal place of business at ; and Client Name: , a Corporation LLC Individual with principal place of business at .

RECITALS

WHEREAS, Service Provider has specialized facilities, systems, and/or secure areas and the personnel necessary to provide professional access services including but not limited to temporary access to Client premises, systems, or equipment for performing professional tasks; and

WHEREAS, Client desires to engage Service Provider to provide controlled access services and related assistance under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the rights and obligations of each party with respect to access, security, compensation, confidentiality, and liability.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Access Area" means the physical locations and/or information systems identified in Exhibit A where Service Provider personnel are authorized to enter or access to perform Services.

1.2 "Access Credentials" means badges, keys, passwords, tokens or other means of authentication and authorization provided by Client to Service Provider for the limited purpose of performing Services.

2. SCOPE OF ACCESS AND SERVICES

2.1 Services. Service Provider shall perform professional access services as described in the scope section below and as further specified in any applicable Statements of Work executed by the parties. The general scope to be performed is:

2.2 Access Locations. Access shall be limited to the following location(s):

2.3 Schedule. Services shall be provided during agreed hours. Initial access dates are from to , unless earlier terminated in accordance with this Agreement.

3. ACCESS CREDENTIALS, SECURITY AND BACKGROUND

3.1 Issuance and Return. Client may issue Access Credentials to named Service Provider personnel. Service Provider shall ensure that credentials are used only by authorized personnel and shall return all credentials upon expiration or termination of access.

3.2 Background Checks. Client may require background checks, security clearances, or other vetting procedures for any personnel performing Services. Service Provider shall, at its expense, ensure that required vetting is completed prior to access where indicated: Background checks required

3.3 Security Procedures. Service Provider shall comply with Client security procedures and on-site rules provided in writing. Service Provider shall promptly notify Client of any actual or suspected security incident involving the Access Area or Access Credentials.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in any executed Statement of Work. If no separate Statement of Work is executed, Client shall pay the standard access fee of $ per .

4.2 Expenses. Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with the Services upon submission of appropriate documentation.

4.3 Payment Terms. Invoices shall be rendered in accordance with the invoicing schedule and are payable within days from invoice date.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Recipient shall: (a) use Confidential Information solely for performance of obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations substantially similar to those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5.3 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known through no breach by Recipient; (b) was known to Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each party retains all right, title and interest in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of such intellectual property.

6.2 Work Product. To the extent Service Provider creates deliverables specifically commissioned by Client under a Statement of Work, ownership of such deliverables shall be as set forth in the applicable Statement of Work. If not addressed therein, Service Provider grants Client a nonexclusive, royalty-free license to use deliverables for Client's internal business purposes.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification by Service Provider. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's negligence, willful misconduct, or breach of this Agreement.

7.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Service Provider to the extent any claim arises out of Client's negligence, willful misconduct, or a breach of Client obligations under this Agreement.

7.3 Limitation. Except for liability arising from indemnification obligations, willful misconduct, fraud, or death or bodily injury, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

8. INSURANCE

8.1 Coverage. Service Provider shall maintain at its expense commercial general liability insurance, professional liability (errors and omissions) insurance where applicable, workers' compensation and any other insurance reasonably requested by Client. Minimum limits for general liability shall be $ per occurrence.

8.2 Certificates. Upon request, Service Provider shall furnish certificates of insurance evidencing compliance with this Section and naming Client as an additional insured where required by written agreement.

9. RECORDS; AUDIT

9.1 Records. Service Provider shall maintain records relevant to performance of the Services and fees for a period of three (3) years following termination of this Agreement.

9.2 Audit. Client may audit Service Provider's records upon reasonable notice during normal business hours to verify compliance with this Agreement. Such audits shall not interfere unreasonably with Service Provider operations.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

10.2 Termination for Cause. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Service Provider shall return Access Credentials and Confidential Information of Client and Client shall pay Service Provider for Services performed through the effective date of termination and any non-cancellable obligations incurred in performing the Services.

11. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or such other address as a party designates by written notice.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

12.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the party granting the waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

13.2 Entire Agreement. This Agreement, including any Exhibits and Statements of Work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid, enforceable replacement provision that preserves the parties' original intent to the greatest extent possible.

14. MISCELLANEOUS

14.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

14.2 Subcontracting. Service Provider may not subcontract any material portion of the Services without Client's prior written consent, which shall not be unreasonably withheld.

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